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EX-32 - EXHIBIT 32 - iGlue, Inc.exhibit32.htm
EX-31 - EXHIBIT 31 - iGlue, Inc.exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment No.1


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2009


OR


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________ to ________


Commission File No. 333-60880


Hardwired Interactive, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State of Incorporation)

 

73-1602395

(IRS Employer I.D. Number)


7325 Oswego Road Suite D

Liverpool, NY  13090


(315) 451-7515

(Address and telephone number of registrant's principal executive offices and principal place of business)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer Accelerated filer Non-accelerated filer o smaller reporting company x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes o   No x


As of March 31, 2009, there were 14,032,223 shares of the Registrant's Common Stock, par value $0.001 per hare, outstanding.




 

HARDWIRED INTERACTIVE, INC.

MARCH 31, 2009

TABLE OF CONTENTS


 

 

Page

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 Balance Sheets

  As of March 31, 2009 (Unaudited)

  As of December 31, 2008

4

 

Unaudited Statements of Operations

  For the three months ended March 31, 2009 and March 31, 2008

5

 

Unaudited Statements of Cash Flows

   For the three months ended March 31, 2009 and March 31, 2008  

6

 

Unaudited Notes to Financial Statements                                                                                                                                                    

7-8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

9

Item 4.

Controls and Procedures

9-11

 

 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings   

12

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

12

Item 3.

Defaults Upon Senior Securities

12

Item 4.

[Removed and Reserved]

12

Item 5.

Other Information

13

Item 6.

Exhibits

14

 

 

 

SIGNATURES

15




 




2




 


 

PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


 

 

Page

 

 

Consolidated Balance Sheets

 As of  December 31, 2008 and

 As of March 31, 2009 (Unaudited)

4

 

 

Consolidated Statements of Operations (Unaudited)

  For the three months ended March 31, 2009 and March 31, 2008

5

 

 

Consolidated Statements of Cash Flows for the Three-Month Periods

        Ended March 31, 2008 and 2009 (Unaudited)

6

 

 

Notes to Unaudited Consolidated Financial Statements

7



 

 











3





Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc..

Balance Sheet

 

 

 

 

 

March 31,

2009

 

December 31,

2008

 

(unaudited)

 

 

Assets

 

 

 

Current assets

 

 

 

Cash

$680

 

$698

Prepaid expenses

0

 

0

  Total current assets

680

 

698

 

 

 

 

Total Assets

$680

 

$698

 

 

 

 

Liabilities and Stockholders' Deficiency

 

 

 

Current liabilities:

 

 

 

Accounts payable-trade

$16,123

 

$16,123

Accrued expenses

47,178

 

47,035

Due to related parties

9,829

 

9,829

 Total current liabilities

73,130

 

72,987

 

 

 

 

Stockholders' Deficiency:

 

 

 

Preferred stock 10,000,000 authorized $100 par value; 9,544 outstanding

954,400

 

954,400

Common stock-100,000,000 authorized $0.001 par value

 

 

 

14,032,223 issued & outstanding

14,032

 

14,032

Additional paid-in capital

1,892,213

 

1,889,213

Accumulated Deficit

(2,933,095)

 

(2,929,934)

Total Stockholders' Deficiency

(72,450)

 

(72,289)

 

 

 

 

Total Liabilities & Stockholders' Deficiency

$680

 

$698

See notes to unaudited interim financial statements.

 

 

 

 

 

 

 



4




 

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc.

Statement of Operations

(unaudited)

 

Three Months Ended March 31,

 

2009

2008

 

 

 

 

 

 

Revenue

$0

$0

 

 

 

Costs & Expenses:

 

 

  Costs of goods sold

 

0

  General & administrative

3,018

12,723

  Interest expense

143

240

  Total Costs & Expenses

3,161

12,963

 

 

 

Loss from continuing operations before income taxes

(3,161)

(12,963)

Income taxes

0

0

 

 

 

Net Loss

($3,161)

($12,963)

 

 

 

Basic and diluted per share amounts:

 

 

Continuing operations

Nil

Nil

Basic and diluted net loss

Nil

Nil

 

 

 

Weighted average shares outstanding (basic & diluted)

14,032,223

5,956,682

See notes to unaudited interim financial statements.

 

 







5




 

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc.

Statement of Cash Flows

(unaudited)

 

 

 

Three Months Ended March 31,

 

2009

 

2008

 

 

 

 

Cash flows from operating activities:

 

 

 

Net Loss

($3,161)

 

($12,963)

Adjustments required to reconcile net loss

 

 

 

      to cash used in operating activities:

 

 

 

Fair value of services provided without cost

3,000

 

0

Expenses paid by issuance of equity instruments

 

 

3,000

Increase (decrease) in accounts payable & accrued expenses

143

 

(4,760)

 Cash used by operating activities:

(18)

 

(14,723)

 

 

 

 

 Cash flows from financing activities:

 

 

 

Proceeds from issuance of common stock

0

 

15,000

  Cash generated by financing activities

0

 

15,000

 

 

 

 

Change in cash

(18)

 

277

Cash-beginning of period

698

 

182

Cash-end of period

$680

 

$459

See notes to unaudited interim financial statements.

 

 

 







6




HARDWIRED INTERACTIVE, INC.

F/K/A KINGTHOMASON GROUP, INC.

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


1.

Basis of Presentation:


The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2008 audited financial statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.


The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.


In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2009 and 2008. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.


2.

Earnings/Loss Per Share


 Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of Preferred Stock or convertible notes. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.


In 2008 we enacted a split of the common stock in the amount of 1:5. Except as otherwise noted, all share numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred from inception.


There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding in 2009 or 2008.


3.

New Accounting Standards


In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.



7




In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 will not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.


Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.


4. Related Party Transactions not Disclosed Elsewhere:


Due Related Parties: Amounts due related parties consist of regulatory compliance expenses paid directly by and cash advances received by affiliates. These unpaid items totaled $9,829 at March 31, 2009.


Fair value of services: The sole officer and director provided, without cost to the Company, his services, valued at $800 per month. Also provided, without cost to the Company, was office space valued at $200 per month. The total of these expenses was $3,000 for the three-month period ended March 31, 2009 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.







8




Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto for the period ended March 31, 2009 are qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item 1. Financial Statements.” The discussion includes management’s expectations for the future.


Results of Operations – the three months ended March 31, 2009 compared to the three months ended March 31, 2008


Our net loss of $3,161 for the three months (Q1) of 2009 was 76% less than that of $12,963 in the three months (Q1) of 2008.  The principal reason for the decrease was due to a reduction in general and administrative expenses as we started to wind down our activities.


We had $0 revenue in (Q1) of either 2009 or 2008. However, our operating expenses decreased from $12,963 in the three months ended March 31, 2008 (Q1) to $3,161 in the three months ended March 31, 2009 (Q1). The decrease is attributable to a reduction in general and administrative cost which was $3,018 in the three months ended March 31, 2009 compared to $12,723 in the three months ended March 31, 2008 in the previous period.


Our net loss of $3,161 during the three months of 2009 (Q1) represents a decrease of $9,802, from our net loss of $12,963 in the three months of 2008(Q1).


Liquidity and Capital Resources


The Company’s cash balance was $680 as of the three months ended March 31, 2009 as compared to $698 for the year ended December 31, 2008.


We are not liquid with $680 cash on hand at March 31, 2009 and current liabilities of $73,130.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

 The Registrant is a smaller reporting company as defined by Item 10(f)(1) and is not required to provide the information required by this Item.  


Item 4.     Controls and Procedures 

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


For purposes of this Item 4., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above.  






9




Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by this report and have concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that (ii) the Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  


CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING


There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last quarter (our fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.


Subsequent to filing on September 28, 2011 our Annual Report on Form 10-K for the year ended December 31, 2008 with the Commission, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that the Company’s internal controls over financial reporting are not sufficient because as noted in the Annual Report, we have limited resources available.


As we obtain additional funding and employ additional personnel, we will implement programs recommended by the Treadway Commission to ensure the proper segregation of duties and reporting channels. Our independent public accountant, Michael F. Cronin, has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, Michael F. Cronin expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.



 

10




INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

 

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.










11




PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

 

 The Company is not a party to any pending legal proceeding and we are not aware of any pending legal proceeding in which any of our officers or directors or any beneficial holders of 5% or more of our voting securities are adverse to or have a material interest adverse to the Company.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


During the period covered by this report, the registrant sold the following equity securities (common stock) in transactions that were not registered under the Securities Act of 1933.


On July 17, 2008 the Company effectuated a reverse stock split on the basis of one new share for each five outstanding shares.  This reverse stock split is stated rectroactively and the periods presented in this 10Q reflect this reverse.  


In 2008 the Company issued 7,439,203 shares of common stock of which 952,430 shares were issued to non affiliated individuals for cash of $15,000 and 6,486,773 shares were issued for services valued at market value of $40,407. As of September 30, 2008 there are 12,893,530 shares of common stock outstanding.


Date

 

Persons or Class of Persons to Whom the Securities Were Sold

 

No. of

Shares

 

Cash

Consideration

 

Value and Nature of

Other Than Cash Consideration

 

 

 

 

 

 

 

 

 

5/14/2008

 

Corporation

 

486,773

 

-

 

Services valued market of $10,407

5/14/2008

 

Non-Affiliated

Individuals

 

952,430

 

$15,000.00

 

 

8/21/2008

 

Mark Wood

 

6,000,000

 

-

 

Services valued market of $30,000

 

 

 

 

 

 

 

 

 


The above sale was made pursuant to the provisions of Regulation D, Rule 506. The purchaser was provided copies of our most recent Forms 10-K, Forms 10-Q and 8-K and was known to our management prior to the sale.  The purchaser was given the opportunity to ask questions of management before making its investment decisions.  There was no underwriter involved.


There were no repurchases of our securities made by us or any affiliated purchasers in the fourth quarter of our last fiscal year.



Item 3.

Defaults Upon Senior Securities


The Company has no outstanding Senior Securities.


Item 4.

 [Removed and Reserved]








12





Item 5.   Other Information


On July 8, 2008 KingThomason Group, Inc entered into a non-binding Letter of Intent to complete a business combination with Hardwired Interactive, Inc.  The intention was for KingThomason Group, Inc. to acquire 100 percent of the capital stock of Hardwired Interactive, Inc. in exchange for the issuance of approximately 43,000,000 unregistered common shares of King Thomason Group, Inc.


 In anticipation that the Letter of Intent with Hardwired Interactive, Inc. was to be followed by the signing of a definitive material agreement and a closing, King Thomason Group, Inc. on July 17, 2008, affected a reverse stock split consolidating the outstanding Common Stock shares on the basis of one new share for every five outstanding shares.


 On August 21, 2008 a Share Exchange Agreement (definitive material agreement) was signed by both parties. However, the transaction was not completed and only a total 6,000,000 shares of KingThomason Group, Inc. were issued to Mark Wood. On October 1, 2008 an additional 1,038,638 unregistered shares were issued in connection with the transaction.  The transaction was then mutually terminated by both parties.



 The name of the publicly traded company was officially changed to Hardwired Interactive, Inc. on October 10, 2008.













 

13




Item 6.

Exhibits

 

The following exhibits are filed, by incorporation by reference, as part of this Form 10-Q:

 Exhibit

 

Item

 

 

 

3.1

 

Articles of Incorporation of Hardwired Interactive, Inc.*

3.1.1

 

Certificate of Amendment to Articles of Incorporation pursuant to NRS 78.385 and 78.390 (increasing the authorized capital and designating Series A Convertible, Voting Preferred Stock)*+

3.2

 

Bylaws of Hardwired Interactive, Inc.*

10.3

 

Royalty Agreement for Association Program between KingThomason Financial Services, Inc., a California corporation, and California Restaurant Association, a California not-for-profit corporation.*

10.4

 

Payor Agreement between KingThomason, Inc., a California corporation, and California Foundation for Medical Care.*

10.5

 

Executive General Agent Agreement between KingThomason Insurance Company, Inc. and Jefferson Pilot Life Insurance Company.*

10.6

 

Payor Agreement between KingThomason, Inc. (National Limo Group) and California Foundation for Medical Care.*

10.7

 

2001 Stock Option Plan adopted by Hardwired Interactive, Inc.**130

10.8

 

Strategic Marketing Agreement of January 1, 2003, between KingThomason Credit Card Services, Inc. and Debt Alliance Services, LLC.***

10.9

 

Common Stock Purchase Agreement between registrant and Fusion Capital Fund II, LLC dated October 14, 2004.+

10.10

 

Registration Rights Agreement between registrant and Fusion Capital Fund II, LLC dated October 14, 2004.+

10.11

 

Letter of Intent Hardwired Interactive, Inc. to Acquire Hardwired Interactive dated 07/08/08.+++

14

 

Code of Ethics for the Chief Executive Officer and Senior Financial Officers.++

19

 

Letter to the Shareholders.++

20.1

 

Audit Committee Charter.++

20.2

 

Compensation Committee Charter.++

20.3

 

Governance and Nominating Committee Charter.++

20.4

 

Corporate Governance Principles.++

31.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

 

Registrant’s press release dated October 18, 2004.+

 

 

 

*

 

Previously filed with Amendment No. 1 on Form S-4 to Form SB-2, Commission File #333-60980, EDGAR Accession #0001060830-01-500046 on May 22, 2001; incorporated herein.

**

 

Previously filed with Form 10-QSB 09-30-01, Commission File #333-60880, EDGAR Accession #0001060830-01-500136 on November 13, 2001; incorporated herein.

***

 

Previously filed with Form 10-KSB 12-31-02, Commission File #333-60880, EDGAR Accession #0001060830-03-000065 on March 31, 2003; incorporated herein.

+

 

Previously filed with Form 8-K 10-14-04, Commission File #333-60880, EDGAR Accession #0001060830-04-000344 on October 20, 2004; incorporated herein.

*+

 

Previously filed with Form 8-K 11-16-04, Commission File #333-60880, EDGAR Accession #0001060830-04-000405 on December 01, 2004; incorporated herein.

++

 

Previously filed with Form 8-K 02-14-05, Commission File #333-60880, EDGAR Accession #0001060830-05-000090- on February 24, 2005; incorporated herein.

+++

 

Previously filed with Form 10-Q for the period ending 6-30-2008, Commission File #333-60880 on August 18, 2008; incorporated herein.

 

 



14





 

 

 

SIGNATURES

 


 Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

Date: October 3, 2011

Hardwired Interactive, Inc.

 

 

 

 

 

 

 

By

/s/ Joseph C. Passalaqua

 

 

Joseph C. Passalaqua, President

Chief Executive Officer

Chief Financial Officer

 


 


 



15